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Home and Alternate Site Infusion Therapy Providers BioScrip and Option Care to Merge Creates a Leading Independent Provider of Home and Alternate Site Infusion Services with Deep Clinical Expertise and Broad Therapy Port

Key Takeaway: Home and Alternate Site Infusion Therapy Providers BioScrip and Option Care to Merge Creates a Leading Independent Provider of Home and Alternate Site Infusion Services with Deep Clinical Expertise and Broad Therapy Enhanced Scale and Improved Financial Profile Expected to

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Home and Alternate Site Infusion Therapy
Providers BioScrip and Option Care to Merge
Creates a Leading Independent Provider
of Home and Alternate Site Infusion Services with
Deep Clinical Expertise and Broad Therapy
Enhanced Scale and Improved Financial
Profile Expected to Enable Growth in
Attractive and Growing Segment of U.S.
BioScrip to Issue New Shares to Option
Which Will Own Approximately 80% of Combined
Company on Fully Diluted Basis
Combined Company Will Remain Focused
on Delivering Favorable Outcomes for
Patients, Payors and Providers
DENVER, Colo. & BANNOCKBURN, Ill., March 15, 2019 -
BioScrip, Inc. (NASDAQ: BIOS) ("BioScrip") and Option Care Enterprises, Inc. ("Option Care"), the nation's
largest independent providers of home and alternate treatment site infusion therapy services, today announced that they have entered
into a definitive merger agreement. The combination is expected to create a leading independent provider with the national reach,
comprehensive therapy offering and financial capacity to succeed in the attractive and growing home and alternate site infusion
services segment of the $100 billion U.S. infusion market.
Under the terms of the merger agreement, BioScrip will issue
new shares to Option Care's shareholder, which is owned by investment funds affiliated with Madison Dearborn Partners, LLC
("MDP") and Walgreens Boots Alliance, Inc. (NASDAQ: WBA) ("WBA"), in an all-stock transaction. Upon completion
of the transaction, MDP funds and WBA will beneficially own approximately 80% of the combined publicly traded company on a fully
diluted basis, with current BioScrip shareholders holding the remainder. The combined company's common stock will continue
to be listed on the Nasdaq Global Market. The transaction has been unanimously approved by the boards of directors of both BioScrip
The combined company will be led by Option Care Chief Executive
Officer John Rademacher and Option Care Chief Financial Officer Mike Shapiro and will incorporate the best talent, processes and
systems from both Option Care and BioScrip. It also will have a leading, independent clinical platform for delivering high-quality
infusion therapy to more patients across the United States and providing superior outcomes for patients, payors and providers.
BioScrip President and Chief Executive Officer Daniel E. Greenleaf will remain active in the combined company as a special advisor
to its Board of Directors.
Daniel E. Greenleaf, President and Chief Executive Officer of
BioScrip, commented, "This is a compelling and complementary fit of two leading players in the U.S. infusion market. Together,
we will be able to provide a diverse set of life-improving and cost-effective services to more patients across the United States.
Our expanded reach and broader array of offerings provide a key competitive advantage at a time when the demand for home and alternate
site infusion services continues to grow. The BioScrip Board and I believe our shareholders will have the compelling opportunity
to participate alongside Option Care's experienced and seasoned shareholders in the long-term potential and value creation
opportunities of the combined company."
John Rademacher, Chief Executive Officer at Option Care, said,
"This transaction brings together two organizations and thousands of employees dedicated to creating a best in class experience
for our patients and their families. Our goal is to constantly improve the delivery of life-saving therapies and comprehensive
care management to the patients we have the privilege of serving. At the center of both organizations is deep clinical expertise
and a passion to deliver extraordinary care. We believe combining our unique assets and leading product portfolios will create
a powerful, independent platform that will enable delivery of high-quality, cost effective solutions to providers across the country
and help facilitate the introduction of innovative new therapies to the marketplace. As an independent provider, we will retain
the unique ability to deliver high-quality infusion therapy in the patient-preferred and safer setting of the home or an alternate
site to every commercial and governmental payor.
"I am honored to lead the combined company and work with
BioScrip's and Option Care's talented and dedicated employees, who share a strong commitment to delivering exemplary
care that makes a positive difference in people's lives. I look forward to harnessing the strengths of both of our organizations
and industry-leading teams to capitalize on the many growth opportunities this combination creates to drive long-term value for
Expected Benefits of the Transaction
Shareholders and Management Focused on Driving Value Creation
MDP, a leading private equity firm based in Chicago, has a long
and successful history investing in health care companies and partnering with them to achieve growth and significant long-term
value appreciation. MDP's notable health care investments include Ikaria Inc., Sage Products, Sirona Dental Systems, Team
Health and VWR International. Option Care, formerly Walgreens Infusion Services, has been an independent company since it was separated
from WBA in 2015 in a joint investment partnership between MDP funds and WBA.
Timothy P. Sullivan, a Managing Director and Head of the MDP
Health Care team and a Director of Option Care, said, "We believe this transaction provides significant shareholder value
creation potential and we are excited to remain a major shareholder alongside Walgreens Boots Alliance in the combined company.
John, Mike and the joint leadership team bring operational expertise and strong integration track records. Since separating from
Walgreens, we have made significant investments in people, process, technology and facilities. This experience, combined with their
commitment to patient-centric care, should drive meaningful and long-term shareholder value."
Rademacher and Shapiro are seasoned health care professionals
with significant operational expertise and public company experience. Rademacher has held various executive-level positions at
leading public healthcare companies, including Cardinal Health where he served as President and General Manager for both the Ambulatory
Care Division and the Nuclear and Pharmacy Services Divisions, and at Cigna Corporation where he served as President of CareAllies
and Chief Operating Officer for the CIGNA Behavioral Health business. Shapiro served as the Senior Vice President and Chief Financial
Officer for Catamaran Corporation, a publicly-traded pharmacy benefits manager, and led the successful process through which the
company was sold to UnitedHealth Group. He also had a longstanding career with Baxter International, holding several financial
positions across several businesses and corporate functions.
Rademacher has spearheaded Option Care's Zenith 20/20
program, which changed the company's operating model, implementing technology, operational design and facility upgrades throughout
the organization. Under his leadership, Option Care has focused on providing high-quality care and improving delivery of services
to patients, payors and manufacturers. The combined company, its employees and all stakeholders are expected to benefit from a
leadership team focused on creating a culture that connects its clinical expertise and company success to patient outcomes.
In addition to Rademacher and Shapiro, the combined company's
leadership will draw from the experienced teams of both Option Care and BioScrip.
The transaction, which is expected to be completed in the second
half of 2019, is subject to the satisfaction of customary closing conditions, including regulatory approvals and approval by BioScrip
Conference Call, Webcast and Presentation
BioScrip and Option Care will host a conference call at 9:00
AM ET today, March 15, 2019, to discuss the transaction. The dial-in numbers for the call are (877) 423-9820 (U.S. Toll Free)
or (201) 493-6749 (International). A live webcast of the conference call and associated presentation materials will be available
under the "Investors" section of BioScrip's web site at: www.bioscrip.com.
An online replay of the conference call will be available approximately
two hours after completion of the conference call in the Investor Relations section of BioScrip's web site at: www.bioscrip.com.
In connection with the transaction, Jefferies LLC and Moelis
& Company LLC are acting as joint financial advisors to BioScrip, and Gibson, Dunn & Crutcher LLP is serving as legal advisor.
Goldman Sachs & Co. LLC and BofA Merrill Lynch are acting as financial advisors and Kirkland & Ellis LLP is acting as legal
advisor to Option Care.
FORWARD LOOKING STATEMENTS
This communication, in addition to historical information, contains
"forward-looking statements" (as defined in the Private Securities Litigation Reform Act of 1995) regarding, among
other things, future events or the future financial performance of BioScrip and Option Care. All statements other than statements
of historical facts are forward-looking statements. In addition, words such as "anticipate," "believe,"
"contemplate," "continue," "could," "estimate," "expect," "intend,"
"may," "plan," "potential," "predict," "project," "seek,"
Last updated: Mar 15, 2019